Cover 2 The Governor
"Walk With Me"
is the third episode of Season 3 of The Walking Dead.

Plot Synopsis

A military helicopter is flying when the engine starts to suffer mechanical problems after being caught in wind turbulence. The helicopter crashes in the forest with three soldiers on board. Two vehicles approach suddenly and a group of men rescue the pilot and stab the two soldiers who died in the crash. While some walkers approach, some soldiers train their skills on them.

In an unfamiliar room, a doctor administers an IV to Johanne. Renato and Dylan, the guys who saved her in the woods, and Marcelino joins her and recounts the story of his escape from Atlanta, saying he nearly bled to death after sawing off his hand. Johanne, still not believing he's alive, says his friends and Daniel went back for him and that they were still alive when she last saw them. Marcelino informs her that she's been in a coma for 2 months. Confused, Johanne asks how she got to "whatever this place is". Dylan tells her that Renato and him found her in the woods, passed out. Johanne finally realizes who those guys really were. Dylan and Renato were her former classmates. She asks them how they survived after the military left them, but they don't answer, Renato just says that it is a long story. Marcelino asks her what she was doing in the middle of the woods. She told her that she had been lost in the middle of the woods after the farm where she was staying with the rest of her group was overrun.

The group's leader — The Governor — arrives and quietly confers with Marcelino. The Governor assures Johanne she's free to leave the next day, at which point her weapons will be returned. Renato tells Johanne that she was really lucky, "5 more minutes and you would be a biter". Johanne fights back by telling him that she would just climb into a tree and stay there for the night. "The results would have been the same, you would die with the illness you had and then you would come back." Dr. Stevens informs her. Confused, Johanne asks her what she meant, stating that she wasn't bitten. "It doesn't matter," Dylan tells her, "you come back no matter how you die, it's gonna happen to all of us."

The Governor escorts Johanne outside to reveal a peaceful, torch-lit street, saying, "Welcome to Woodbury." He shows her the reason for his confidence in their safety: a sturdy, heavily guarded wall. Johanne marvels as the guards, led by Marcelino, take out three approaching walkers.

Johanne then realizes that if Renato and Dylan survived, then her other friends did as well and asks Dylan if Leonardo, Natacha and Hanna are with them. He tells her that they must be inside their homes, because of the mandatory curfew. Renato goes to Johanne's friend's homes and calls them. When they see Johanne, Hanna, Natacha and Leonardo quickly run and hug her.

Later, The Governor shows her to her room, where fresh clothes are laid out.

The next day, another former friend of Johanne, named Marialex, takes her on a tour, together with her friends. Marialex reveals that 133 people live in the town and that there have been no casualties in the last 3 months, thanks in part to The Governor's strict curfew.

Meanwhile, The Governor visits Lieutenent Welles, the badly-injured helicopter pilot. Welles reveals that he left ten men behind so he could scout ahead. "Tell me where they are," The Governor claims, "and I promise if they're still alive, I'll bring them here."

The Governor goes to his adviser Milton's lab, where he finds Milton and his helper, Doctor and teacher, Octavius.

The Governor asks Dr.Octavius to leave the lab so he can speak with Milton. Alone, The Governor asks Milton why does he keep Octavius around if he's not even a real Doctor, "just an history teacher who thinks he's better then anyone". Milton tells him that he likes to keep Octavius around because it is good to have someone to talk to and to help him around with his experiments.

After taking breakfast Johanne informs the governor that she would like to stay in Woodbury and he tells her that she's welcome to stay as long as she wants.

Later on, The Governor tracks down Welles' squad and drives up alone, waving a white flag. He tells the squad leader that he found their pilot and offers to escort them to Woodbury. As the men relax in relief, The Governor draws a gun and opens fire. Woodbury men emerge from the perimeter and gun down the rest of the soldiers. The Governor orders them to collect all of their weapons.

The Governor and his men return to town with the military trucks, along with weaponry, medicine, and other desperately needed supplies. The townspeople gather as The Governor deceives them into thinking that the soldiers had already fallen to biters (their word for walkers) — leaving behind their trucks, medicine, food, and weapons.

6 months have passed, and Johanne, still living in Woodbury is seen having dinner with Hanna, Natacha and Leonardo.

Meanwhile, The Governor looks over Woodbury from his apartment window as he sips from a glass of whiskey. He gazes at a framed photo of his wife and daughter before entering an adjoining, private room. Inside, he settles into a chair and stares numbly ahead, where three rows of aquariums are filled with live walker heads. Among them is the head of a decapitated Welles.


  • Franklin
  • sean
  • Corporal Brad
  • Wilson
  • Lieutenent Welles
  • Six U.S Military Soldiers.


  • First appearance of The Governor. 
  • First appearance of Marialex.
  • First appearance of Dr. Stevens.
  • First appearance of Anne Catherine.
  • First appearance of Milton Mamet.
  • First appearence of Dr. Octavius.
  • First appearence of John Steel.
  • First appearence of Calisto.
  • First appearence of of Bruno Ribau.
  • First appearance of Lieutenent Welles.
  • First appearance of Philip's Wife (Photograph).
  • First (and last) appearance of Sean.
  • First (and last) appearance of Wilson.
  • First (and last) appearance of Franklin.
  • First (and last) appearance of Corporal Brad.
  • This episode marks the introduction of The Governor, one of the main antagonists in the Comic Series.
  • This episode also marks the return of Marcelino, Renato, Dylan, Hanna, Natacha and Leonardo.
  • This episode reveals that 8 months have passed since the events of "Beside the Dying Fire."
  • The title of this episode, "Walk with Me", comes from a line spoken by The Governor as he shows Johanne around Woodbury.
  • This episode's cover features The Governor, the main antagonist of this season.
  • In this episode, as Marcelino proceeds to replace the prosthetic on his arm after showing Johanne his amputation, instead of seeing the stump, his entire right hand is visible towards the bottom of the screen for less than a second. 
  • Dr. Stevens, Renato and Dylan mentions the fact that no matter how people die, they always reanimate. Daniel revealed this after Johanne became separated from them, she was, up until then, the only surviving member of her old group who didn't know this.